ESCALA GROUP, INC.
 
                          Nominating Committee Charter
 
Process for Identifying Candidates for Director
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1.    The Committee shall formulate a process to identify candidates to be
      recommended to the Board for nomination as directors.
 
2.    This process shall at a minimum-
 
      o     reflect the minimum qualifications that in the view of the Committee
            are required for membership on the Board;
 
      o     reflect any additional qualifications that in the view of the
            Committee are required of one or more members of the Board;
 
      o     provide for the consideration of the qualifications, performance and
            contributions of incumbent Board members who consent to re-election;
 
      o     provide for the identification and evaluation of potential nominees
            for positions for which the Committee does not select qualified
            incumbents for re-election; and
 
      o     provide for appropriate documentation of the nominations process.
 
3.    The Company is of the view that the continuing service of qualified
      incumbents promotes stability and continuity in the board room, giving the
      Company the benefit of the familiarity and insight into the Company's
      affairs that its directors have accumulated during their tenure, while
      contributing to the Board's ability to work as a collective body.
      Accordingly, the process of the Committee for identifying nominees shall
      reflect the Company's practice of re-nominating incumbent directors who
      continue to satisfy the Committee's criteria for membership on the Board,
      whom the Committee believes will continue to make important contributions
      to the Board and who consent to continue their service on the Board.
 
Policy and Procedures Regarding Nominating Recommendations of Security Holders
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1.    The Committee shall formulate and recommend for adoption to the full Board
      a policy regarding consideration of nominees for election to the Board of
      Directors who are recommended by security holders of the Company.
 
2.    The policy shall state at a minimum that the Committee will consider
      candidates nominated by stockholders of the Company.
 
3.    The policy shall contain any other elements that the Committee deems
      appropriate. These elements may include requirements relating to share
      ownership of recommending security holders; qualifications of recommended
      candidates; and compliance with procedures for submission of
      recommendations.
 
4.    The Committee shall adopt procedures for the submission of stockholder
      nominating recommendations to the Committee, consistent with the policy
      adopted by the Board. These procedures shall at a minimum include
      requirements and specifications relating to-
 
      o     the timing for submission of recommendations;
 
      o     the manner of submission of recommendations;
 
      o     information required to be provided concerning the recommending
            stockholder;
 
      o     information required to be provided concerning the proposed nominee;
 
      o     the consent of the proposed nominee to be contacted and interviewed
            by the Committee; and
 
      o     the consent of the proposed nominee to serve if nominated and
            elected.
 
Procedures for Security Holder Communications with the Board
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1.    It is the policy of the Company to facilitate security holder
      communications to the Board.
 
2.    The Committee shall formulate procedures for security holders to send
      communications to the Board. These procedures shall at a minimum include
      requirements and specifications relating to-
 
      o     the manner in which communications may be sent to the directors;
 
      o     any information required to be provided concerning the communicating
            security holder or other party;
 
      o     the process for collecting and organizing communications; and
 
      o     the manner and timing of delivery of communications to the
            directors.
 
Policy on Director Attendance at Annual Meetings
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1.    The Committee shall formulate and recommend to the Board for adoption a
      policy regarding attendance of directors at annual meetings of the
      Company' stockholders.
 
2.    The policy may provide for attendance of directors by appropriate means of
      electronic conferencing.